FIRST AMENDMENT

Exhibit 10.1

FIRST AMENDMENT

FIRST AMENDMENT, dated as of December 21, 2004 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of May 12, 2004 (the “Credit Agreement”), among INFRASOURCE SERVICES, INC., a Delaware corporation (“Holdings”), INFRASOURCE INCORPORATED, a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties thereto (the “Lenders”), LASALLE BANK NATIONAL ASSOCIATION, as syndication agent, and BARCLAYS BANK PLC, as administrative agent (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Lenders agree to amend one of the defined terms included in the Credit Agreement upon the terms and subject to the conditions set forth herein; and

WHEREAS, the Lenders have agreed to such amendment only upon the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein and in the Credit Agreement, the parties hereto hereby agree as follows:

1.             Defined Terms.  Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Credit Agreement.

2.             Amendment to Section 1.1 (Defined Terms).  Section 1.1 of the Credit Agreement is hereby amended by amending the following definition to read in its entirety as follows:

“‘Consolidated Fixed Charge Coverage Ratio”:  for any period, the ratio of (a) Consolidated Adjusted EBITDA for such period less (i) the aggregate amount actually paid by the Borrower and its Subsidiaries during such period on account of Capital Expenditures (excluding the principal amount of Indebtedness incurred in connection with such expenditures), and (ii) taxes paid in cash during such period, and plus Consolidated Lease Expense for such period to (b) Consolidated Fixed Charges for such period.”

3.             Representations and Warranties.  (a)  Credit Agreement Representations and Warranties.  On and as of the date hereof, Holdings and the Borrower hereby confirm, reaffirm and restate the representations and warranties set forth in Section 4 of the Credit Agreement mutatis mutandis, except to the extent that such representations and warranties expressly relate to a specific earlier date in which case Holdings and the Borrower hereby confirm, reaffirm and restate such representations and warranties as of such earlier date.

(b)           Power; Authorization; Enforceable Obligations.  Each Loan Party has the requisite corporate or other power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party, as amended, in the case of the Credit

Agreement, by this Amendment.  Each Loan Party has taken all necessary steps to authorize the execution, delivery and performance of Loan Documents to which it is a party, as amended, in the case of the Credit Agreement, by this Amendment.  The Credit Agreement, as amended by this Amendment, continues to constitute a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability maybe limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(c)           No Legal Bar.  The execution, delivery and performance of this Amendment and any other related documents will not violate any Requirement of Law or any material Contractual Obligation of any Group Member and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenue pursuant to any Requirement of Law or any such material Contractual Obligation (other than the Liens created by the Security Documents).

4.             Conditions to Effectiveness.  This Amendment shall become effective on the date upon which the Administrative Agent shall have received this Amendment, executed by the Borrower, Holdings, the Subsidiary Guarantors and the Required Lenders.

5.             Continuing Effects.  Except as expressly amended hereby, the Credit Agreement shall continue to be and shall remain in full force and effect in accordance with its terms.

6.             Expenses.  The Borrower agrees to pay and reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and expenses of counsel.

7.             Counterparts.  This Amendment may be executed on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

8.             GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

2

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

	INFRASOURCE INCORPORATED
	By:		/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxx
		Title:		Chief Financial Officer & Senior Vice President
	INFRASOURCE SERVICES, INC.
	By:		/s/ Xxxxxxx X. Xxxxxxxxxx
		Name:		Xxxxxxx X. Xxxxxxxxxx
		Title:		Chief Financial Officer & Senior Vice President
	BARCLAYS BANK PLC, as Administrative Agent
	and as a Lender
	By:		/s/ Xxxxx Xxxxxx
		Name:		Xxxxx Xxxxxx
		Title:		Manager
	LASALLE BANK NATIONAL ASSOCIATION, as Syndication Agent
	and as a Lender
	By:		/s/ Xxxxxx X. Madsgar
		Name:		Xxxxxx X. Madsgar
		Title:		Vice President

	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Landmark CDO Limited
	By:				Aladdin Capital Management, LLC,
					as Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:				Xxxxxx Xxxxxxxxx
		Title:				Director
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Landmark II CDO Limited
	By:			Aladdin Capital Management, LLC,
				as Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:				Xxxxxx Xxxxxxxxx
		Title:				Director
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Landmark III CDO Limited
	By:		Aladdin Capital Management, LLC,
			as Manager
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:				Xxxxxx Xxxxxxxxx
		Title:				Director

	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Scottsdale Insurance
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Associate Vice President
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	AMCO Insurance
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Associate Vice President
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Nationwide Mutual Insurance Company
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Associate Vice President
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Nationwide Life Insurance Company Separate
	Account-B Retirement
	By:	/s/ Xxxxxx X. Xxxxxxx
		Name:	Xxxxxx X. Xxxxxxx
		Title:	Associate Vice President

	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	RZB Finance LLC
	By:	/s/ Xxxxxxxxx Xxxxx
		Name:	Xxxxxxxxx Xxxxx
		Title:	Vice President
	By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Group Vice President
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	JPMorgan Chase Bank, N.A.
	By:	/s/ Xxx X. Xxxxxxx
		Name:	Xxx X. Xxxxxxx
		Title:	Vice President
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Wachovia Bank, National Association
	By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Vice President

	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Foothill Income Trust II, L.P.
	By:				FIT II GP, LLC, its general partner
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:				Xxxxxx X. Xxxxxx
		Title:				Managing Member
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	First Trust/Four Corners Senior Floating Rate
	Income Fund
	By:			Four Corners Capital Management LLC,
				as Sub-Adviser
	By:	/s/ Xxxxx X. Xxxxx
		Name:				Xxxxx X. Xxxxx
		Title:				President
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	First Trust/Four Corners Senior Floating Rate
	Income Fund II
	By:		Four Corners Capital Management LLC,
			as Sub-Adviser
	By:	/s/ Xxxxx X. Xxxxx
		Name:				Xxxxx X. Xxxxx
		Title:				President

	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Pacifica CDO III, Ltd.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Pacifica CDO II, Ltd.
	By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	Senior Vice President

	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Apex (IDM) CDO I, Ltd.
	Babson CLO Ltd. 2003-I
	ELC (Cayman) Ltd. CDO Series 1999-I
	ELC (Cayman) Ltd. 1999-II
	ELC (Cayman) Ltd. 1999-III
	ELC (Cayman) Ltd. 2000-I
	Suffield CLO, Limited
	Xxxxx CLO Ltd. 2000-I
	By:			Babson Capital Management LLC
				as Collateral Manager
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name:			Xxxxxxx X. Xxxxxxxx
		Title:			Managing Director
	Simsbury CLO, Limited
	By:		Babson Capital Management LLC under delegated
			authority from Massachusetts Mutual Life
			Insurance Company as Collateral Manager
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name:			Xxxxxxx X. Xxxxxxxx
		Title:			Managing Director
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Seminole Funding LLC
	By:	/s/ Xxxxxxxx X. Xxxxxxx
		Name:			Xxxxxxxx X. Xxxxxxx
		Title:			Assistant Vice President

	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Commerce Bank, N.A.
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:		Xxxxxxx X. Xxxxxxx
		Title:		Vice President
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Foxe Basin CLO 2003, Ltd.
	By:		Royal Bank of Canada as Collateral Manager
	By:	/s/ Xxxx Xxx
		Name:		Xxxx Xxx
		Title:		Authorized Signatory
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for Denali Capital CLO I, Ltd., or an affiliate
	By:	/s/ Xxxxx X. Xxxxx
		Name:		Xxxxx X. Xxxxx
		Title:		Vice President

	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for Denali Capital CLO II, Ltd., or an affiliate
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President
	INFRASOURCE INCORPORATED
	FIRST AMENDMENT
	Denali Capital LLC, managing member of DC Funding Partners, portfolio manager for Denali Capital CLO III, Ltd., or an affiliate
	By:	/s/ Xxxxx X. Xxxxx
		Name:	Xxxxx X. Xxxxx
		Title:	Vice President

ACKNOWLEDGEMENT AND CONSENT

Each of the undersigned Subsidiary Guarantors hereby acknowledges and consents to the foregoing First Amendment.

	INFRASOURCE CORPORATE SERVICES, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	XXXXXXXX HOLDINGS CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	XXXXXXXX CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	DACON CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	ELECTRIC SERVICES, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	X.X. ELECTRIC, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	BLAIR PARK SERVICES, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer

	OSP CONSULTANTS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	INTERNATIONAL COMMUNICATIONS SERVICES, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	OSP, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	OSP TELCOM, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	RJE TELECOM, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	SUNESYS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	SUNESYS OF VIRGINIA, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	CHOWNS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer

	TRINITY INDUSTRIES, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	INFRASOURCE UNDERGROUND SERVICES, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	INFRASOURCE UNDERGROUND POWER, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	GAS DISTRIBUTION CONTRACTORS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	MECHANICAL SPECIALTIES, INCORPORATED
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	MID-ATLANTIC PIPELINERS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	INFRASOURCE UNDERGROUND CONSTRUCTION SERVICES, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	XXXXXXX PIPELINERS, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer

	INFRASOURCE UNDERGROUND CONSTRUCTION, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	XXXXXXXX & ASSOCIATES, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer
	UTILITY LOCATE & MAPPING SERVICES, INC.
	By:	/s/ Xxxxxxx X. Xxxxxxxxxx
		Title: Senior Vice President & Treasurer